Terms of Service and Your Authorization
Welcome to The Closing Docs!
These terms and conditions are a legal agreement (this “Agreement”) between you (together with the business entity, if any, that you represent, “You”) and The Closing Docs LLC with offices at 140 Lakeside Ave, Suite A301, Seattle Washington (“The Closing Docs” or “we”, “us” or “our”), establishing terms and conditions under which You shall access and use the verification services and features available on The Closing Docs web-based platform (the “The Closing Docs Platform”). The Closing Docs Platform enables property managers, property management software companies, and tenant screening companies (each, a "PM") to verify the income, identity, employment and related information about those, like You, who seek housing arrangements with such PMs. The Closing Docs has a separate contract with PMs to provide such verification services for a fee, paid by either the applicant or the PM. The Closing Docs Platform is located at https://www.theclosingdocs.com, and any related sub-domains, tools and services or through downloadable mobile or other applications through which The Closing Docs Platform is made available by The Closing Docs from time to time (the “Website(s)”).
You may be provided with access to The Closing Docs Platform through a PM’s own systems or directly through our Website. The PM which provides you with the link or embedded widget to The Closing Docs Platform or which You otherwise authorize in connection with your use of The Closing Docs Platform, is referred to herein as the “Authorized PM.” You likely separately authorized the release of certain information to a PM in conjunction with an application, and this Agreement does not enjoin that release. In order to enable The Closing Docs to provide its services to the Authorized PM and the services contemplated herein, You will need to submit to The Closing Docs Platform various sensitive personal information. The Closing Docs Platform uses a third-party service to process your bank credentials, and your bank credentials never reside in The Closing Docs Platform. Once your bank account is connected to The Closing Docs Platform via a third-party service, The Closing Docs will collect bank statement information, and calculate and produce an income summary for the Authorized PM. The Authorized PM may then make decisions based in part on such summaries. YOU AGREE AND ACKNOWLEDGE THAT THE CLOSING DOCS SHALL NOT BE RESPONSIBLE FOR, AND DOES NOT ADVISE YOU OR THE AUTHORIZED PM IN ANY WAY WITH REGARD TO, ANY DECISIONS OR ACTIONS OF THE AUTHORIZED PM IN CONNECTION WITH THE CLOSING DOCS PLATFORM OR SUCH FINANCIAL RECORDS OR SUMMARIES.
BEFORE YOU CLICK ON THE [“SUBMIT”] BUTTON OR SUBMIT ANY OF YOUR INFORMATION, CAREFULLY READ THESE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE [“SUBMIT”] BUTTON OR SUBMITTING ANY OF YOUR INFORMATION, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND GRANTING THE AUTHORIZATION SET FORTH HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK ON THE ["SUBMIT"] BUTTON, AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.
FURTHER, THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND THE CLOSING DOCS ARBITRATE CERTAIN CLAIMS BY BINDING, INDIVIDUAL ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 6 “AGREEMENT TO ARBITRATE”).
1. The Closing Docs Platform and your authorization.
1.1 Access and Use. Subject to the terms and conditions of this Agreement, The Closing Docs hereby grants to You a limited, non-exclusive, non-transferable right to access and use The Closing Docs Platform, solely for You to submit Your Information in order for The Closing Docs to provide the Authorized PM with verification services (“Verification Services”), including provision of bank statement information and our summaries thereof.
1.2 The Closing Docs is not an PM of Insurance Products or Policies. You agree and acknowledge that The Closing Docs is not a financial institution or tax advisor and does not provide financial or tax services or advice. Any interactions between You and PMs through The Closing Docs Platform or which arise from or relate to Your use of The Closing Docs Platform are solely at Your risk. Any information provided to PMs by You, or by The Closing Docs as contemplated by this Agreement, is provided solely at Your risk. You agree and acknowledge that, as between You and The Closing Docs, (i) any financial products or policies You purchase from an PM are at Your sole risk and (ii) The Closing Docs is not responsible for the quality or correctness of the information provided to You by PMs. The renting of housing is between You and the PM according to any separate terms and conditions as You and the PM may agree from time to time.
1.3 Authorization. You hereby authorize The Closing Docs to retrieve Your bank statements from your financial institution and then provide Verification Services, including The Closing Docs summaries thereof, to the Authorized PM for the Authorized PM’s use in connection with assessment and/or implementation of your current or proposed business arrangements with such Authorized PM. You agree and acknowledge that any limitations on the PM’s use of such financial records and summaries is solely between You and such PM.
2. Representations and Warranties.
2.1 Your Warranties.
a. Your Information Warranty. You represent and warrant that You have the right, including with respect to all applicable data privacy and other laws, to provide The Closing Docs access to and use of Your Information, including without limitation, for use in connection with The Closing Docs Platform and to provide services and information relating to You to the Authorized PM.
b. Your Other Representations and Warranties. You represent, warrant and covenant that: (a) You have the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) Your execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by You to any third party to keep any information or materials in confidence or in trust.
2.2 Disclaimer of The Closing Docs Warranties. YOU ACKNOWLEDGE THAT THE CLOSING DOCS PLATFORM AND ALL SERVICES, TEXT, IMAGES AND OTHER INFORMATION ON OR ACCESSIBLE FROM THE CLOSING DOCS PLATFORM ARE PROVIDED “AS IS” AND ARE BASED IN PART ON CONTENT PROVIDED BY THE FINANCIAL INSTITUION, WHICH IS NOT VERIFIED BY THE CLOSING DOCS. THE CLOSING DOCS AND THE CLOSING DOCS’ AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULT GENERATED THROUGH THE USE OF THE CLOSING DOCS PLATFORM. THE CLOSING DOCS PROVIDES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NONE OF THE CLOSING DOCS OR THE CLOSING DOCS’ AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS WARRANT THAT: (I) THE INFORMATION AVAILABLE ON THE CLOSING DOCS PLATFORM OR THROUGH THE SERVICES IS FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES PROVIDED BY THE CLOSING DOCS PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED; OR (IV) THE CLOSING DOCS PLATFORM OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
WITHOUT LIMITING THE FOREGOING, NONE OF THE CLOSING DOCS OR THE CLOSING DOCS’ AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLOSING DOCS PLATFORM OR SERVICES, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF THE CLOSING DOCS PLATFORM OR SERVICES.
None of The Closing Docs or The Closing Docs’ affiliates, agents, directors, officers, employees, investors, suppliers or licensors is responsible for any conduct or interactions, whether online or offline, of or between PMs and You.
None of The Closing Docs or The Closing Docs’ affiliates, agents, directors, officers, employees, investors, suppliers or licensors guarantee that any of Your personal information, including without limitation Your Information (as defined below) provided by You, whether accurate or not, will not be misappropriated, intercepted, deleted, destroyed or used by others.
2.3 Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
3. Your Information.
3.2 Usage Data. The Closing Docs may monitor Your use of The Closing Docs Platform and use data and information related to Your Information and Your use of The Closing Docs Platform in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of The Closing Docs Platform. You agree that The Closing Docs may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You. The Closing Docs retains all rights in such aggregated or de-identified data and information.
3.3 Sharing between You and PMs. Any of Your Information or other information You share with any PM is at Your sole risk. The Closing Docs does not control how any PM utilizes information they receive from You or from us.
4. Limitation of Liability.
4.1 No Consequential Damages. THE CLOSING DOCS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF THE CLOSING DOCS PLATFORM, SUBSCRIPTION SERVICES, OR RESULTS THEREOF.
4.2 Limits on Liability. THE CLOSING DOCS AND ITS LICENSORS SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN ONE U.S. DOLLAR ($1). YOU RELEASE THE CLOSING DOCS AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO THE CLOSING DOCS PLATFORM OR THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 4.2.
4.3 Essential Purpose. You acknowledge that the terms in this Section 4 are an essential basis of the bargain described in this Agreement and that, were The Closing Docs to assume any further liability, there would be substantial fees payable hereunder. THE LIMITATIONS IN THIS SECTION 4 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.
5.1 Termination at Will. Either You or The Closing Docs may terminate Your use of The Closing Docs Platform at any time by ceasing to provide or use The Closing Docs Platform, as applicable. However, please note that once You submit Your Information, The Closing Docs will provide the related verification Services, including Your Information, Bank Records and/or summaries to the Authorized PM without regard to such termination.
5.2 Effects of Termination. Upon termination of this Agreement, Your use of and access to The Closing Docs Platform shall cease.
6. Agreement to Arbitrate.
6.1 Arbitration. You agree that all disputes between You and The Closing Docs (whether or not such dispute involves a third party) arising out of or relating to these Terms of Service, the Website, the Your Information and/or The Closing Docs Platform shall be finally resolved by arbitration before a single arbitrator conducted in the English language via teleconference or, if requested by You, in Seattle, Washington, U.S.A., in each case under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and You and The Closing Docs hereby expressly waive trial by jury. You and The Closing Docs shall appoint as sole arbitrator a person mutually agreed by You and The Closing Docs or, if You and The Closing Docs cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. Each party shall equally bear the costs of the arbitration, except that The Closing Docs will bear the reasonable cost of the arbitrator and the AAA; in any event, each party will bear the cost of their own counsel. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, either You or The Closing Docs shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement (including without limitation Section 4 above) or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.
6.3 Opt Out. You may opt out of this agreement to arbitrate in this Section 6. If You do so, neither You nor The Closing Docs can require the other to participate in an arbitration proceeding. To opt out, You must notify The Closing Docs in writing within thirty (30) days of the date that You first became subject to this arbitration provision. The opt out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your login credentials to which the opt out applies and a clear statement that You want to opt out of this agreement to arbitrate. You must sign the opt out notice for it to be effective. This procedure is the only way You can opt out of the Agreement to Arbitrate. You must use this address to opt out: The Closing Docs, ATTN: Arbitration Opt-out, 140 Lakeside Ave, Suite A301 , Seattle, WA 98122.
6.4 Survival. This Arbitration section will survive the termination of Your relationship with The Closing Docs.
7.1 Notices. Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt requested, and with all postage prepaid, to the following addresses: (i) if to The Closing Docs 140 Lakeside Ave, Suite A301 Seattle, WA 98122, (ii) if to You, to the address set forth in Your Information or most recent IRS Records, or (iii) to such other address for either party as may be supplied by notice given in accordance herewith.
7.2 Amendment; Waiver. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by You. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.
7.3 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.
7.4 Governing Law. This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the State of Washington as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country. Subject in all respects to Section 6 hereof, for any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of Washington.
7.5 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.
7.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.
7.7 Assignment. You may not assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without The Closing Docs’ prior written consent. The Closing Docs may assign its rights or obligations under this Agreement without Your prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.
7.8 Relationship of the Parties. The Closing Docs is an independent contractor to You and to PMs. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties or with any PM. Neither party has the authority to bind the other or to incur any obligation on its behalf.
7.9 Construction of Agreement. Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, then the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.
7.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.